3D SYSTEMS CORPORATION (NASDAQ:DDD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On December 28, 2016, the Board of Directors (the Board) of 3D
Systems Corporation (the Company) approved changes to the
Companys Amended and Restated By-Laws, effective immediately (as
amended and restated, the By-Laws), to implement proxy access.
In response to a proposal received from a stockholder, we engaged
in discussions regarding proxy access with a number of our
largest stockholders. These conversations allowed us to gain
valuable feedback as to the particular proxy access parameters
that our stockholders consider appropriate. Based on that
feedback and after considering various proxy access provisions
adopted by other companies, the Board adopted a proxy access
framework that it believes will provide meaningful access for
stockholders while safeguarding the long-term interests of the
Company and its stockholders and limiting the potential for
abuse.
Section 2.13(d) of the By-Laws now permits a stockholder, or a
group of up to 20 stockholders, owning 3% or more of the Companys
outstanding common stock continuously for at least three years,
to nominate and include in the Companys annual meeting proxy
materials director candidates to occupy up to two or 20% of the
Board seats (whichever is greater), provided that such
stockholder or group of stockholders satisfies the requirements
set forth in Section 2.13(d). Written notice of the nomination(s)
must be submitted to the secretary of the Company no earlier than
the 150th day and not later than the 120th
day prior to the anniversary of the date that the Company mailed
its proxy statement for the prior years annual meeting of
stockholders. As a result, proxy access will first be available
in connection with the Companys 2018 annual meeting of
stockholders.
The foregoing description of the amendment to the By-Laws does
not purport to be complete and is qualified in its entirety by
reference to the full text of the By-Laws, a copy of which is
attached as Exhibit 3.1 and is incorporated by reference in this
Current Report on Form 8-K.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
3.1 |
Amended and Restated By-Laws of 3D Systems Corporation, effective December 28, 2016 |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
3D SYSTEMS CORPORATION | ||
Date: December 28, 2016 | ||
/s/ANDREW m. JOHNSON | ||
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